Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 45599 / March 20, 2002

ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDINGS, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTIONS 15(b) AND 15B(c)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest, and therefore institutes proceedings against David E. Fitzgerald ("Fitzgerald") pursuant to Sections 15(b) and 15B(c)(4) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

In anticipation of the institution of these proceedings, Fitzgerald submitted an Offer of Settlement to the Commission that the Commission has determined to accept. Solely for the purposes of this proceeding and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, Fitzgerald admits the jurisdiction of the Commission over him, over the subject matter of this proceeding, and over the matters to be set forth in the Order and consents to the issuance of this Order.

Accordingly, IT IS ORDERED that a proceeding pursuant to Sections 15(b) and 15B(c)(4) of the Exchange Act be, and hereby is, instituted.

III.

FINDINGS AND CONCLUSIONS

The Commission finds that:

1. Fitzgerald, age 41, was a principal of and registered representative associated with Pacific Genesis Group, Inc., a broker-dealer and municipal securities dealer registered with the Commission from 1994 until June 2001. Fitzgerald is not currently associated with any registered entity.

2. On December 27, 2000, the Commission filed a complaint against Fitzgerald in an action entitled Securities and Exchange Commission v. David E. Fitzgerald and Pacific Genesis Group, Inc., No. 00-4802 CRB (N.D. Cal.). On February 14, 2001, the United States District Court found and concluded that Fitzgerald had violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in connection with the sale of certain municipal securities. On February 16, 2001, the United States District Court entered a Permanent Injunction Against Defendants David E. Fitzgerald and Pacific Genesis Group, Inc., prohibiting future violations of Section 17(a) of the Securities Act in connection with the offer and sale of certain municipal securities and granting certain other injunctive relief.

III.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement of David E. Fitzgerald.

Accordingly, IT IS ORDERED that Fitzgerald is barred from association with any broker or dealer or municipal securities dealer, with the right to reapply for association after five years to the appropriate self-regulatory organization, or if there is none, to the Commission.